


Mayday Parker: The Spectacular Spider-Girl

by SuperCatShipper8104



Series: Mayday Parker Trilogy [1]
Category: Daredevil (TV), Spider-Girl, Spider-Man: Homecoming (2017), The Avengers (Marvel Movies), X-Men (Movieverse)
Genre: AU, Also Tony adopted Nebula, Fox's X-Men Universe, Kate Bishop is Hawkeye's daughter in this. The little girl from the farm all grown up, Logan is still Wolverine and surly as ever, MC2 - Freeform, Maria and Morgan, Maria starts as Iron Heart, May is still the focus of this story though, Morgan Stark is not Tony's cousin or son, Multi, Only when the need arises, Peter is still active as Spider-Man, She's his daughter, Some of these characters I made - Freeform, The old Avengers are still around, Then Morgan takes the mantle, There are two Stark kids, They're just not in the field, Throwing them all in the mixing pot, Tony's not Iron Man most days, mcu - Freeform, mixing of universes, some of them I didn't
Language: English
Status: In-Progress
Published: 2018-09-30
Updated: 2019-05-08
Packaged: 2019-07-20 20:45:49
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 7
Words: 12,321
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16145180
Author URL: https://archiveofourown.org/users/SuperCatShipper8104/pseuds/SuperCatShipper8104
Summary: May Parker was simply a normal girl in Queens. She went to school like a normal girl, had friends and loving parents like a normal girl, did homework and laundry like a normal girl. Or, so she thought. She's about to find out that her life is ANYTHING but normal, her family is ANYTHING but normal, and she's going to learn a lesson that will shape her life.With great power, comes great responsibility.





	1. Mayday Parker

**Author's Note:**

> Okay. This has been on my mind for a while! Blame the Far From Home set pics that spurred this on, but I REALLY like the thought of this story. A few things that must be known about this.
> 
> Peter's 34 in this, and has grown out a Tony Stark goatee, which he wears while he's Spider-Man. No Dad bod for Pete either. He's still as ripped as he is when he's 15, and he has his own lab that he works at sometimes. Aunt May's still alive and lives in a private townhouse in Queens.
> 
> Michelle is 34 too. She doesn't really have a set job (she does art in her free time and she sells the pieces). She's still as snarky as ever, but a bit mellowed out from motherhood. But, if you harm her family, prepare for all hell to break loose.
> 
> Ned's married to Betty and has lost a bit of weight, but he's still the same loveable dork as he was before. He's still Peter's Guy in the Chair. Betty knows Peter's Spider-Man.
> 
> Tony and the other Avengers are still alive, but they're not active in the field. The Defenders have also assimilated into the team as well, but not the original versions. The only original Avenger that's still there is Captain Marvel, but don't expect Carol to make an appearance in this first story.
> 
> The Avengers in this are simply the offspring of the old Avengers. May's going to become close with them, and with one of them VERY close.
> 
> The Fantastic Four exist as well, but don't expect them to make an appearance in this first story, like Carol.
> 
> Asgard's been reestablished on Earth, Thor is King, Valkyrie is his wife and Queen, and Loki's alive too.
> 
> The tags are right. Peggy and Steve are together in this. Basically, Ant-Man helps them travel back in time, and they bring Peggy to the 21st Century. She and Steve are happily married.
> 
> As for the other characters like Bucky, Sam, Wanda, Vision, Steven, T'Challa, Pietro and the others, well, the story will detail WHERE they are. See, the old Avengers haven't just been sitting on their hands all these years. There's more going on than they know, and May's a key player in helping them find out.
> 
> (Rewrote parts of the first chapter after constructive criticism)

**CHAPTER 1**

**Mayday Parker**

   “RISE AND SHINE, HOTSHOT! THE BUS WILL BE HERE SOON!”

   A groan came from under the pile of blankets, as a caramel hand emerged. With a swift pull of the covers, 14 year old Mayday Toni Parker, or May for short, rubbed the sleep out of her eyes and stepped out of bed. Picking up her glasses from her nightstand and placing them on her face, May took a few tired steps to her dresser and picked out her clothes for the day. Then, as her body started waking up more, she opened her door and left her room. The TV was playing the morning news, most of which May couldn't understand. Her mother was at the stove, preparing a meal of bacon, sausage, eggs and crepes with strawberries. May smiled. Mom had always loved cooking, but recently she'd been kicking it up a notch. Dinners at the Parker household were always delicious. Her father was in his arm chair, tinkering with a piece of technology May'd never seen before. Her dad was smart like that and May couldn't blame him, she was equally as smart. She wasn't the top of her class and on the debate team for nothing, a fact her mother was VERY proud of.

  _Just wait till you get to college, hotshot. Those Ivy League snobs will be SO perturbed that a middle class girl from Queens is smarter than them._

  May smiled at that memory. Mom took education seriously. “Morning guys,” May greeted her parents.

  Turning from the stove, her mother grinned, her brown eyes twinkling. “Well, good morning, sleeping beauty. Breakfast will be ready in a few minutes,” she said, returning to her food and spices.

  Her dad chuckled, beckoning his daughter over. “Feel like helping your old man out, May? I'm trying to figure out WHY the connection is weak, but for the life of me, I can't,” he said.

  May smirked, taking the contraption out of her father's hand. It was...odd. It seemed like some kind of bracelet, but mechanical with a small nozzle coming from one end. May could see what her dad meant though. There seemed to be tech that wasn't connecting in the device, so flipping it over and pulling up a panel, May got a good look at the inner-workings. To normal kids, it would just look like a mess of wires. To May, it looked like a puzzle. Adjusting her glasses a bit, May could see a loose wire inside, and that seemed to be impeding the connection. “I see the problem, Daddy. There's a loose wire in the back and it's messing with the connection,” she said, handing her father back the device.

  Stroking his goatee in thought, he eyed it with wonder. Then, he smirked. “You're right, sweetie. Can't believe I didn't see that,” he said.

 “Sometimes even things get past your great vision, Peter,” her mother said, placing a plate on the table.

 “Thanks, MJ,” he replied, blowing a kiss to his wife.

 “Sit down and eat, hotshot. You don't want it to get cold,” Michelle said. May sat down and picked up her fork, shoveling the eggs and sausage in her mouth. The taste was heavenly. Her mom just kept getting better and better with the cooking. Peter soon slipped into another chair, eating with his daughter. Michelle smiled, wiping her hands on the cloth. Father and daughter engaged in breakfast conversation, about May's next debate meeting, her science project, and her upcoming playoff game. May was the all-star of Midtown Tech's basketball team. “Okay, hotshot. Go jump in the shower and get dressed. The bus'll be here soon,” MJ said, picking up May's plate once she'd cleared it. May smiled, kissing both her parents on the cheek before rushing into the bathroom.

 “You remember when WE were like that, hon?” Peter asked, wrapping an arm around Michelle's waist.

  The curly haired woman nodded with a smile. “I seem to remember that YOU would get to school late a lot, Tiger,” she said cheekily, her tongue between her teeth.

  Peter chuckled. “Well, I did have the...'Internship',” he said, using the old code-name for his extra-circular activities.

 “Which also resulted in you DITCHING school,” MJ said. Squeezing Peter's hand, she sighed. “Peter, can we be certain May didn't get ANY more of your..traits?”

 “I ran extensive tests on her with Tony and Bruce, honey. We double checked and triple checked. There was no sign of it,” Peter said. Michelle nodded in understanding, as May emerged from the bathroom wrapped in a towel. Returning to her room and shutting the door, the younger Parker slipped on her clothes for the day, a t-shirt with her favorite band on it, ripped jeans, a red fleece sweater with a zip front, and her hair in a ponytail. Slipping on her converse, she grabbed her backpack and slung it on her shoulder, then left her room. Michelle had packed her lunch which was waiting for her on the kitchen counter. Picking it up, May kissed her parents on the cheek and said goodbye, before heading for the bus stop. It was the start of another day in Queens.

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

  Midtown Tech was bustling. The students were occupying the halls before classes started, placing various items in their lockers. Some of them occupied the halls to talk to their friends, and some of them were walking through the door. On the TV's, the anchor's of the student body were giving the morning news.

 “Good morning, Midtown Tech! It's another beautiful day! I'm your anchor, Taylor Madsen along with my co-anchor, Jamie Mills, and here are your morning announcements!”

  Opening up her locker, May took out the books she needed for the day, when she felt two hands wrap around her waist.

 “Suprise attack!” a voice yelled.

  May giggled. She turned around to find the owner of the voice was her best friend, Molly Leeds, who had a very pleased grin on her face. “One of these days I'm gonna get the drop on you, Molls,” May said.

 “Yeah, sure you will, May” the tiny girl replied with a cheeky smile.

 “You know, we haven't really had a sleepover for a while. I was thinking you could come over this weekend. We could order pizza and hang out. The works,” Molly said.

 “That'd be great, Molly,” May said, then groaned. “I forgot! I've got one more practice this weekend before the playoffs.”

 “May, it's not a priority. The playoff's are important, and I know you have a life. We can do it another time, it's okay,” Molly said, putting a hand on her friends shoulder. With a smile, the two friends headed for class, when a shrill voice came from behind them.

 “PARKER! LEEDS!” May and Molly cringed. They knew who that voice belonged to. Spinning on their heels, the girls faced down their constant bully, Addison Thompson.

 “What do you want, Addison?” May asked.

 “Not happy to see me, Parker?” Addison asked with a sneer.

 “Is an antelope happy to see a hyena?” May asked.

 “I'd watch it if I were you, Parker. It wouldn't take much for your reputation to take a nose dive like your already non-existent social life,” Addison growled.

 “Remind me again who's the head of the debate team and who's on the second chair, May?” Molly asked.

 “I believe **I** am head of the debate team, Molls, and Addison is on the second chair,” May replied.

  Addison glared, her eyes shining with fury. “Everyone has secrets. Even goody two shoes May Parker, and I ALWAYS find out,” she said, stalking up to May. The younger Parker didn't back down, matching Addison's glare, when a shout rang out.

 “Alright, break it up you three!” The principal, Mr. Morita, approached. Addison backed up a bit, still with a glare, as May pulled her books tight to her chest. Molly pushed her small frame against May's back to hide.

 “Addison, don't you have a class to get to?” he asked.

  Addison kept her glare fixed on May. “Yes sir,” she replied. Mr. Morita snapped and whistled with a finger pointing down the hall. After a few seconds, Addison walked away with a huff.

 “Sorry about that, girls. Are you okay?”

 “We're fine, Mr. Morita. Addison's taunts have never gotten to us and they won't start now,” May said with a smile. Molly nodded in agreement.

 “Alright, well, the two of you get to class. Chop chop,” he said, smiling before leaving. May and Molly waved goodbye, before Molly held up the Rey minifigure again.

 “Are we certain she's not a Skrull in disguise? We should call the Avengers,” Molly said sarcastically, referring to Addison. May laughed, clapping her friend on the back as they headed for the classroom.

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

  At lunch, May examined the meal that Michelle had packed. Most kids mother's would pack a sandwich with perhaps a heartfelt note and some kind of snack from the grocery store. Not so with May Parker's mother. Michelle packed her daughter a full meal, complete with a thermos full of tea. May smiled, as she picked up the small note at the very bottom.

_Enjoy your food, hotshot. Dad and I will see you after school. Have a good day, sweetie_

_Mom_

 “Dude, your mom has gone full Gordon Ramsay lately. How does she have time to make this stuff?” Molly asked, sitting down next to May.

 “You'd be surprised what else my Mom can do,” May said, picking up the plastic fork and twirling the steaming hot pasta that was in the heat retainer. Molly smiled, stealing a few bites from the garlic bread that MJ had packed in the meal. Just then, May felt the hairs on the back of her neck stand up, and instantly ducked, as a spitball flew over her head.

  Molly gasped. “You okay?” she asked, as May put her head back up to see that the launcher was Addison, who looked VERY confused that May dodged it.

 “Yeah, I'm fine. Addison's gonna have to get up pretty early to get the drop on me,” May said, on the outside confident, but on the inside confused as to how she did that as well. Lunch period went on normally after that, with May and Molly enjoying a pleasant conversation.

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

  Finally, the school day had ended, as May and Molly boarded the bus to head home, the two discussing a new LEGO set that Molly had bought, and how she had to almost beat her Dad away from building it himself. May chuckled. Her Uncle Ned loved LEGO's as much as Molly did. Arriving at the stop, the two girls exited the bus and began the short walk home. Molly lived only a few blocks down from May, so they usually walked home together.

 "Okay, so if you had to choose, which of the Avengers would you wanna be friends with? Like, which one would you wanna meet for coffee or something?” Molly asked .

  May turned her head to look at her friend. “Are you asking me to RANK the Avengers in attraction and appeal?” May questioned.

  “Whoa! I never said anything about attraction!” Molly said.

 May chuckled. "I'm just messing with you, Molls. Okay, in terms of friends, I think American Dream would be fun to hang out with. She-Hulk would be interesting, as long as it's not a stress inducing activity. Iron Heart, I could see me and her getting along very well. Torunn, I'm a little scared of, and I don't think Kate Bishop would like me very much. As for Darkdevil, I'm not sure. NO ONE really knows about her, she's the most secret of the Avengers,” May said, when she felt the hairs stand up on her neck again. That's when she saw thieves holding up a newspaper kiosk

  “Oh wow. May, we should probably turn around,” Molly said, hiding behind her friend again. May glared, seeing the thieves waving guns at the kiosk owner. Before the two girls could turn the other way however, one of the thieves noticed them and turned his gun to them. May and Molly gasped, freezing instantly. Before any shots could be fired, a web line attached to the gun and yanked it out of the thief's hand.

  “Special delivery of a foot in the face!” a shout rang out, as a red booted foot slammed into the thief. With a flip, Spider-Man landed, webbing up the other two thieves, before the third rushed him. “Didn't your mother ever tell you not to threaten young girls with guns?” With a yank of two web lines on the thief's legs, Spider-Man sent him tumbling head over heels and knocked unconscious.

  “WHOA! That was awesome!” Molly said with a grin.

  Spider-Man turned to the girls, the lenses of his eyes shuttering. “You girls okay?” he asked.

  “Yes sir,” Molly replied.

  “Good, you both get home safe okay?”

  “Sure! Thanks for saving us!” Molly said.

  “All in a day's work for your friendly neighborhood Spider-Man, kids. See ya around,” he said, shooting a web line up to the building and swinging away.

  “DUDE! We got saved by Spider-Man! How awesome is that?” Molly asked.

  “So awesome,” May said, her face filled with her grin.

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

  May finally returned home after saying goodbye to Molly to find her mother reading on the couch. “Mom! Mom!” May called, closing the door to the apartment.

 “Hey, hotshot! Everything okay?”

 “Molly and I saw a newspaper kiosk getting robbed!”

 “Oh my god! Are you two okay?” MJ gasped, launching from the couch and rushing over to her daughter.

 “Yeah! Spider-Man saved us! He webbed the guys up and saved us!” May said, gyrating with excitement.

  Michelle chuckled, putting her hands on her hips. “Gotta love that Spider-Man, huh?” she said.

 “Yeah, he's awesome,” May said with a smile.

 “Okay, well, go start your homework, hotshot. Your dad is gonna be back soon. He was working late at the lab,” Michelle said.

 “Okay, Mom,” May replied, rushing over to give her mother a quick peck on the cheek, then headed for her bedroom and closed the door. Right at that moment, Spider-Man swung through the open window, with a bag of takeout in his hand.

  MJ turned, her eyebrow raised and her hand still on her hips. “What's that?” she asked, pointing at the bag.

  Pulling off the mask, Peter smirked, going to put the takeout on the table. “I thought I'd treat us,” he said, still in his Spider-Man costume.

  Michelle smiled, wrapping her arms around his stomach and kissing his neck. “Mmm. Can't say no to that, Tiger. May told me you saved her and Molly,” she said.

 “Sure did. Though, Karen's really the one to take credit for getting to them when I did,” Peter said, pushing the symbol on his suit to pull it off.

  MJ sighed, as Peter headed for their bedroom, with his costume in his hand. “Peter, are we making the right decision to not tell May that you're Spider-Man? I know we said it's to keep her safe, but I hate having to keep a secret from our daughter,” Michelle said.

 “I know, babe. To be honest, I've been wanting to tell her too,” Peter said, emerging from the bedroom in a t-shirt and jeans.

 “Well, then, why are we waiting?” MJ asked.

 “Let's tell her after the playoffs. She'll be really excited. It'll be the perfect time,” Peter said with a smile.

  MJ returned it, wrapping her arms around her husband's neck and kissing him soundly. The couple stayed like that for a few minutes, simply drinking each other in, before they finally pulled apart, and put their forehead's together. Michelle smirked. “Whatever you say, Tiger.”


	2. Concerning the Avengers

**Summary for the Chapter:**

> While May prepares for her practice later that day, Peter and Michelle head out to aid the Avengers in battling Hydra.

**Notes for the Chapter:**

> Whoo! New chapter. Thank you so much for the feedback on the previous one, guys. I love seeing it. So, a bit of background for the new characters in this chapter.
> 
> Iron Heart: Tony and Pepper's eldest daughter Maria, she's taken the role of the Armored Avenger with her Dad's blessing. As smart as Tony and as kind as Pepper, she's someone you want on your side. Her armor is basically Iron Heart from the comics (the first appearance that looked like Iron Man, not the later one with the pink color) just with more weapons like the Mark 50 from Infinity War
> 
> American Dream: Steve Rogers and Peggy Carter's daughter, Shannon. Shannon doesn't have her Dad's super soldier serum, instead she's basically trained herself to the peak of human condition, but she can still keep up with her Dad and other super powered individuals. Her costume is basically Cap's outfit from Age of Ultron, just fitted for a female shape, and with a hole in the back for her hair to come out of. If Dream is in your corner, you know you're in good hands
> 
> Torunn Thorsdóttir: Princess of Asgard, and Mighty Avenger, Torunn is the perfect blend of her father and mother. Thor's kindness and chivalry mixed with Valkyrie's determination and drive. However, she's also got a bit of a trickster in her, courtesy of her Uncle Loki. Torunn wields many different weapons, however, her favored arms are that of Stormbreaker (when her father's not using it, that is), her mother's sword Dragonfang, and her enchanted broadsword, Värdig. Much like Mjolnir with her father, only Torunn can wield Värdig. Her costume is basically Thor's costume with elements of Valkyrie, the lighter color scheme, the pointed skirt, the sheathe for Dragonfang. But, the one thing that's remained is the red cape. Torunn really likes red.
> 
> She-Hulk: Daughter of Doctor Bruce Banner and Natasha Romanov, Anastasia Banner is the loveable goofball of the Avengers. Blessed with her mother's agility and training and her father's smarts, Ana and Iron Heart make a good team. Normally, she wears a more comfortable version of Natasha's jumpsuit, without the Black Widow symbol. However, much like her father, when she gets angry, she goes green and becomes She-Hulk! Though, less of a primal force than her Dad. She can still communicate and think rationally, unless someone she loves is hurt. Then, all bets are off.
> 
> Hawkeye: Kate Bishop Barton is the only daughter of Clint and Laura Barton. The middle child. Growing up, she admired her Dad's work as a hero and an Avenger, and vowed to be like him. So, when she was old enough, she trained in archery and hand to hand combat. Clint took notice, and took his daughter under his wing, until she finally took up the mantle of Hawkeye. Armed with her father's bow and quiver of arrows, Kate makes her dad proud. She hardly ever misses. Her outfit is simply Hawkeye's from Civil War.
> 
> Darkdevil: Eleanor Murdock, or Ellie, for short, is the daughter of Matt Murdock and Elektra Natchios. With who her parents are it's no wonder that Ellie is as capable as she is. Having to learn to fight the Hand from when she could walk, Ellie is a gifted fighter, and asset to the Avengers. However, she's also very loving and kind, thanks to Matt's Catholic teachings. Her costume is a mix of Daredevil and Elektra's costumes, both from the second season of Daredevil and the Defenders. She still wears her father's mask in his honor.
> 
> X-23: You all know who Laura is. Aloof, temperamental, with an affinity for leather jackets like her Dad, the only difference is that THIS Laura is the daughter of Logan and Rogue. That's it. Think an older Dafne Keen with the demeanor of Logan, and sometimes slips into Rogue's accent, something she can't really control. However, she loves her friends as much as she loves her parents. Her costume is just Logan's civilian clothes from the first X-Men movie, with the added addition of Rogue's gloves.
> 
> Director Colleen Fury: Daughter of Nick Fury and Maria Hill, Colleen's work is never done. Monitoring the Avengers is tough work, along with being the new Director of SHIELD. With her Dad's temperament and authority and her Mom's know how, Colleen is a force to be reckoned with. However, there's nothing she likes more than having a beer with her friends.
> 
> I know, that's a lot to read, but it'll make the characters more easy to understand. So, without further ado, enjoy.

**CHAPTER 2**

**Concerning the Avengers**

_*Beep, beep, beep*_

  May groaned, slapping her alarm clock. What had possessed her to make an alarm for 7:00 on a SATURDAY?! Her practice didn't start until 5! Slowly dragging herself out of bed, she was surprised to find her parents gone. She scratched her head, then headed for the cupboards to pour herself a bowl of cereal. She had a while before she had to get ready for practice. Opening the fridge, May pulled out the milk and filled her bowl. Putting it back and closing the fridge, she found a note taped on it.

_Hotshot_

  _Dad and I have gone out for a little while. It's something with his job. We'll be back later to take you to practice. Try not to make a mess. Haha. Love you._

  May sighed. Guess she was gonna be alone for a while. Grabbing her cereal, she sat on the couch and decided to watch TV. As she enjoyed the cartoons she currently had on, her mind wandered back to her parents. It was kind of odd for Mom to go with Dad to his job. She wondered what they were doing.

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

  Iron Heart dodged the projectile coming at her in the nick of time. “OKAY! That was way too close. FRIDAY, warn me when that's coming next time!” she said, sending a blast from her repulsor gauntlet. Down on the ground, American Dream was engaged with Hydra agents, sending them flying with her shield. A few others were being flung left and right and electrocuted by Torunn's power. The Princess of Thunder lived for days like this.

  A roar came from far off, as She-Hulk leapt into the fray, her red hair flying. “You know, I'm getting real SICK AND TIRED of you Hydra agents ruining my spa day!” she yelled, grabbing one by the leg and ragdolling him. Torunn laughed at She-Hulk's remark!

  “Easy for you to say, Ana! You're not the one who had to break off 'Father-Daughter' day with your Dad,” Kate said, sending an explosive arrow at one of the Hydra tanks. A smoke bomb hit a few more Hydra agents, as Darkdevil leapt down, sai and billy club brandished.

  “You know, I keep wondering WHY we save Ellie for the final push?” She-Hulk said, grabbing another Hydra agent and slamming him into the ground. The circular shield of American Dream bounced off a building and hit the other agents before returning to her, as Torunn flew down.

  “Dream, shall we end this?” the Princess of Thunder asked. American Dream nodded, brandishing her shield as Torunn lifted Stormbreaker and hit the vibranium shield full force with the hammer end, sending a shockwave that ripped a hole through multiple Hydra tanks. But, they still came. Iron Heart landed, with her weapons primed, as the rest of the Avengers came beside her. Just then, they heard an animalistic roar, as X-23 launched at the agents, her claws brandished. The agents tried shooting, but she merely healed, slicing through as many as she could find.

  “You asked why you save ME for the final push, Ana? Why do we save HER for the final push?” Darkdevil asked. She-Hulk shrugged. She had a point. Finally, the agents seemed to be retreating.

  “OPEN FIRE!” an agent yelled, as a huge cannon turned on the Avengers. But, before it could shoot, or the Avengers could take action, it became gummed up with webbing. Spider-Man landed in front of the Avengers, webbing up a few of the stragglers that X-23 missed.

  “Well, fancy seeing you here, Spider-Man,” American Dream said.

  “I was in the neighborhood,” he said. Large black trucks arrived, as SHIELD agents rushed out, armed to the teeth. Behind them, was the new Director, Colleen Fury.

  “Well done, Avengers. You did good today,” she said, approaching, mostly interested in Spider-Man. As Colleen talked with Spider-Man, MJ snuck behind one of the wrecked cars to get pictures of the fallen Hydra agents. This attack wasn't a coincidence. Hydra'd gotten more bold lately. They were just happy that there were no Skrull's in the attack like last time. Hopefully, these agents could yield some positive results about WHERE the missing members of the original Avengers were.

  It was the result of a battle the Avengers had with the Mad Titan, Thanos, whom Hydra had unleashed on the world once again. One of the last one's before the Avengers successfully trapped him in a stasis dimension. The first time they tried it, Pepper Potts had been kidnapped by the Mad Titan, and locked up there. It had been the efforts of both the old and new Avengers to save her, but a few didn't make it back. The Winter Soldier, Scarlet Witch, Vision, the newly resurrected Quicksilver, Doctor Strange, the Black Panther, Falcon, and a few members of the X-Men, who had lended their aid to the Avengers. However, a positive result of this stasis dimension was that it allowed Tony and Pepper to have another baby, their youngest daughter, Morgan. Their eldest daughter, Maria, had taken the role of Iron Heart, at the blessing of her father. Michelle and Peter, being friends of the original Avengers, and in the case of Peter, a member, pledged to help them any way they could.

  “So, that makes this the what? Fourth attack in a week?” Spider-Man asked.

  American Dream nodded, placing her shield on her back. “Hydra's getting bolder. They're hoping that if they keep attacking, eventually they'll wear us down,” she said. X-23 snorted in derision.

  “Their boldness could work for us. The more bold they get, the more risks they take, and eventually we'll figure out what they know,” Iron Heart said.

  “Once I get these pictures printed, we'll have a better idea about these guys. I know Hydra's determined, but these guys didn't seem to know when to quit. Seemed like it didn't matter what you threw at them,” Michelle said.

  “Mrs. Parker,” American Dream said with a nod, which MJ returned.

  “Thank you for your help you two. Michelle, once you get those pictures printed, send them to me. I'll put them on the SHIELD database,” Colleen said.

  “Can do, Director Fury,” Michelle said.

  “I hate to cut this short, guys, but MJ and I have to get back home. May has one more practice today before the playoffs,” Spider-Man said. The Avengers smiled and nodded. Well, most of them did. X-23 gave a small smirk. With a salute, Spider-Man wrapped an arm around Michelle and swung away.

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

  May was finishing putting on her uniform when she heard the front door open.

  “Hotshot! We're home!” Michelle called. May smiled, lacing up her sneakers and grabbing her backpack, before leaving her room. “Hey guys! You were gone a while,” she said.

  “Your Mom was doing a few shots of new equipment at the lab for a spread she's working on,” Peter said.

  “Whoa! That's so cool, Mom,” May said.

  “Well, it certainly will turn out to be, hotshot. You ready to go to practice, sweetie?” MJ asked. May nodded, hugging Peter as Michelle grabbed her keys.

  “We'll be back soon, Tiger. Don't wait up,” she said, as she and May walked out. Peter smiled. He was truly blessed for the family that he had.

  “Well, now that the Missus and the tyke are out, how about a patrol, Spider?” a sultry voice said. Peter spun around, stunned to find none other than Felicia Hardy, the Black Cat, standing in his living room in full regalia.

  “Felicia?”

**Notes for the Chapter:**

> Next chapter is the PLAYOFFS! Also, that cliffhanger will be resolved in the next chapter, don't worry. Get ready, guys cause May's about to discover she can do whatever a spider can! Stay tuned.


	3. Changes

**Summary for the Chapter:**

> Developments are revealed at May's playoff game, and a secret meeting takes place.

**Notes for the Chapter:**

> Short notes here. It's playoff's time. We're getting close to May FINALLY suiting up. Also, the conversation between Peter and Felicia is revealed here. Enjoy.

**CHAPTER 3**

**Changes**

  Today was the day. The playoffs. Peter and Michelle walked into the gym and took a seat with the other parents. May was in the locker room with her team, preparing.

  “You ready to rock, May?” one of her team mates, Ashley Gomez, asked.

  May nodded, smiling. “Definitely. We're gonna be eligible for the pennant in no time,” she said, giving Ashley a high-five.

  “So, what did Felicia want?” MJ asked Peter quietly. His eyes narrowed, as he thought back to the previous night. He'd of course told his wife that Felicia had come to the house, but even HE wasn't sure WHY she came.

_“Felicia? What're you doing here?” Peter asked._

_“Haven't you missed me, Spider?” she asked, stalking over to the couch and sitting down cross-legged._

_“It's been YEARS since I saw you, Felicia. I'm married now! I have a daughter,” Peter said._

_“I know. I've been keeping tabs on you, Peter. May's a very pretty girl. I can see a lot of her in you,” Felicia said, taking off her mask, triggering the transformation of her body changing from it's muscular build back to her normal lithe shape, and her hair from white back to it's natural blonde. Peter's eyebrow lifted. Felicia had never been one for sincerity, and hardly ever had taken off her mask, except when the two of them had a brief relationship when he and MJ had broken up for a time. There was something about seeing Felicia so vulnerable that struck Peter, so he sat down on the couch with her._

_“Are you okay? I mean, I'm your friend, Felicia. I'll try to help,” Peter said, when he noticed TEARS in the eyes of the Black Cat._

_“No, I'm fine, Spider. It's just...this life you have. It's something I've always wanted. I mean, Mommy gave me everything I wanted, and well, you know about Daddy. Spider, I was given a MODIFIED version of Captain America's serum, for God's sake. I'm basically a less homicidal Winter Solider, and even THAT'S being generous. I've done some bad things, Peter, and seeing you like this. As a husband, and father, AND Spider-Man..well, it makes me realize that I can have all the riches in the world, all the fame and glory, but it's all meaningless._

  _Most of the people who were worth knowing have broken ties with me, Mom's a lost cause, and Daddy's going to DIE in a S.H.I.E.L.D cell before I ever see him again. I have NOTHING, Spider. What's worse is I often thought of having this life. Of being both the Black Cat AND a housewife and mother. But, the one I WANTED that life with..well, I made the mistake of not seeing ALL of him. That's why I made another mistake with that other guy, um, Phil Thompson. I think that was his name,” Black Cat said._

_Peter gasped. “Flash. Flash Thompson. What happened with you and him?” Peter asked, genuinely concerned._

_“Well, it's the old story. Rich socialite meets boasting pretty boy and imbibe a little too much alcohol. The boasting pretty boy leaves the next morning and breaks off contact, leaving the rich socialite with a..bun in the oven,” Felicia said, the tears coming again._

_“He got you pregnant?” Peter asked, slowly rubbing her arm._

_“Yeah. I debated so often about giving the baby up for adoption, or even doing the whole Moses thing. You know, basket down the river. But, then I discovered WHERE Flash was. So, I left my baby, my daughter, with her father. I had her birth certificate, her blanket, her bottle, everything in a bag and her in a car seat and left it all on Flash's doorstep. I named her after my mother. My little Anastasia,” she said, wiping her eyes. The heavy mascara she'd put on was running down her cheeks. “Well, when I came back to the States, I decided to check on her. You know, make sure she was having a good life. The BASTARD doesn't even call her the right name! He calls her Addison! Like she's some valley girl! He's called her that so much she THINKS it's her name! I've looked at her school records, Peter. She's listed as Addison Thompson. She goes to the same school as May, I think.” Silence reigned for a good while, with Felicia silently crying and Peter rubbing her arm._

_“Felicia, I'm so sorry. I..I had no idea. Do you want me to help you contact Anastasia, or send a message to her?” Peter asked._

_Wiping her eyes once more, Felicia gave a teary smile. “You're an angel, Spider. You really are. But, no. I..I don't think I could take the pain of my daughter rejecting me. I only came back to check on her and to say 'Hello' to an old friend. I'm going back to Europe in a few days and I don't think I'll be coming back, Peter. There's nothing left for me in New York,” she said. Slowly returning her mask to her face, and transforming back into the Black Cat, Felicia headed to the window. “In case you couldn't tell, it was YOU, Peter. You were the one I wanted this life with.” Crouching on the windowsill, Felicia gave one more look back at Peter, and blew him a a kiss. “See you around, Spider.” Then, she leapt out the window. Peter was left stunned. Felicia had come back like a whirlwind and left the same way, and had left Peter with so many questions._

  “She told me that..she has a daughter,” he said.

  Michelle's eyes widened. “Really? It's not yours too, is it?” she asked.

  “No, it's not. I DO know who the father is. You're not gonna believe it, either,” he said.

  “Well then, I gotta know. Who is it?”

  “It's Flash Thompson,” Peter said.

  Michelle's jaw dropped. “WHAT?! Flash's daughter is Felicia's? May's classmate? That's Felicia's daughter?” she asked.

  Peter nodded. “Felicia had left her on Flash's doorstep when she was a baby, but had constantly checked on her through the years. She came to find out that Flash doesn't even call her her PROPER name. Felicia named her Anastasia, after her mother, but Flash calls her Addison,” he said.

  “Wow. So, did Felicia ask for your help in getting her daughter back?” Michelle asked.

  “No. She said she would never be able to handle Anastasia's rejection. She had come in fact, to say Hello. And goodbye. She's going to leave for Europe in a few days and alluded to not coming back.,” Peter replied.

  “Tiger, we can't let her leave. If Flash isn't even calling Anastasia by her ACTUAL name, then she needs to be with her mother,” MJ said.

  “You know how stubborn Felicia can be, MJ. Besides, I don't even know where she is.” The bell in the gym sounded, as the two teams filed out. Cheering started, as the players waved to their parents and loved ones.

  “WHOO! Show them what you've got, sweetie!” Peter yelled.

  “COME ON BABY! Make Mama proud!” Michelle called, clapping her hands. May smiled, waving at her parents, before fist bumping one of her teammates and getting into position. The referee approached, holding the ball up. May crouched, the whistle blew, and the game started.

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

  Off on the far side of New York, armed thugs were pulling into an abandoned parking garage, where a shadowy figure stood, in a well tailored three piece suit. His expensive haircut indicated high standing, and his clean-shaven face indicated he took his job seriously. The thugs exited the car, a stark contrast to the figure in their leather jackets and ripped jeans and oily skin.

  “Who the hell is this tool?” one of them asked, brandishing a lead pipe.

  “I work for the man who hired you,” the figure said, his voice smooth and quiet.

  Another of the thugs spit on the ground. “We wanted to meet the REAL guy. Not one of his stoolies,” he said.

  “He doesn't leave his house if he doesn't have to,” the figure said, finally stepping into the light. “Regardless of how you feel about me, you were hired by him because you share a common problem. The Avengers. They've almost run you into hiding. My employer hired you because he needs able bodied men for his plan,” he said.

  A bearded man with a bandana, who seemed to be the leader, approached the well-dressed figure. “What kind of plan?”

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

  It was the final quarter. Midtown was 1 point down, and May had the ball. If she scored this basket, she'd win the game for her team. The ref blew the whistle and May dribbled down the court. Her hair stood up on her neck again, causing her to leap over one of the opposing team members still dribbling the ball. Peter and Michelle's eyes widened. That looked oddly familiar. May zigged and zagged, dodging the other team, with her team mates yelling to shoot the ball. May set her brow and dribbled the ball faster. Then, with all the force she could muster, May leapt into the air, her legs spread out, and dunked the ball so hard the backboard shattered! The clock ran out and buzzer sounded. Midtown Tech won by 1 point! Cheers came from May's team, as they lifted her up on their shoulders, chanting her name.

  “Peter,” Michelle said in shock.

  “I know. I saw, MJ,” he said.

  “Does this mean that..”

  “Let's talk when we get home,” Peter said, trying to calm his wife down.

  “MOM! DAD! Did you see that?! Did you see that shot I made? Even I don't know how I made that jump!” May said, rushing up to her parents with a wide grin on her face.

  “Yeah, it certainly was a one in a million move, hotshot,” Michelle said, trying not to betray the fear on her face.

  “Come on, kiddo. Let's get some ice cream before we get home,” Peter said, clapping May on the back.

  “Mint chocolate chip, Daddy?” she asked.

  “Sure thing, sweetie,” Peter said with a smile. His mind, however, was working overtime. It was clear now that May had spider powers. The question now was what do they do, and would he make the ultimate decision to let his daughter become a superhero?

**Notes for the Chapter:**

> Yup. May SHATTERED the backboard. Spider-Strength, people. Also, that shadowy figure should be familiar to people who have watched the Daredevil Netflix series. The whole 'Addison/Anastasia' dynamic will come back into play, but not for a while. Next chapter is MJ and Peter sitting May down to chat, and the first reference to Ben Reilly. Stay tuned.


	4. Great Power

**Summary for the Chapter:**

> After the playoffs, Peter and Michelle sit May down to finally reveal everything

**Notes for the Chapter:**

> I think this may be my favorite chapter so far. Also, first appearance of Ben Reilly. Brief explanation for this Ben, he IS a clone of Peter, but he's the ONLY one. There was no Clone Saga in this timeline, no Kaine or any other failed clone. Ben is the only one. Ben's Spider-Man costume is the concept suit that was made for Homecoming. Just google 'Spider-Man Homecoming concept Ben Reilly' or something like that and you'll see it. Enjoy guys.

**CHAPTER 4**

**GREAT POWER**

  May skipped inside the apartment, clutching her ice cream cone in her hand and gingerly licking the sweet treat. Michelle and Peter followed after her, removing their coats.

  “Sweetie, can you finish your ice cream? Mom and I have something to tell you,” Peter said, sitting down in his chair.

  “Sure Daddy,” May said, heading for her bedroom.

  “Should I grab your suit?” MJ asked when the door closed.

  “Not yet. Let's tell her first,” Peter said. MJ nodded, sitting down next to him, as May came back out of her room. She'd changed out of her uniform, and was now in her jammies, with an empty cone in her hand.

  “So, what's wrong?” May asked, sitting down on the couch after eating the cone.

  “Sweetie, that jump you made today. That..wasn't a coincidence,” Michelle said.

  “What do you mean, Mom? It wasn't the heat of the moment?” May asked.

  “May, have you been getting..strange feelings lately? Like, being able to anticipate an obstacle?”

  “Well, yeah. There's been a few times this week where the hair on my neck stood up and seemed to alert me of..something. Why?”

  “MJ, can you go get the suit?” Peter asked. Michelle nodded, heading back into the bedroom, and reemerged clutching the red and blue fabric. May's eyes widened. Taking the suit, Peter turned around and took a deep breath. It was now or never.

  “Sweetie, the reason that you made that jump and that you've been having those feelings is because..”

  “You're Spider-Man,” May finished for him, her eyes as wide as saucers.

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

  “ADDISON! WHERE ARE YOU?!” Flash called, walking into the living room. Addison came downstairs, with a book in her hand.

  “Here, Dad,” she said.

  “Oh, there you are. Listen, I'm going to be away for a few days so..here,” he said, putting down about 120 dollars in cash on the table. “That'll let you get food or whatever. Oh, and bus fare to get you to school,” he added. Addison nodded, as her father headed upstairs. She sighed, putting the money in her wallet as she headed for the bathroom, the faint sound of crying coming from the closed door. Outside, the Black Cat crouched in a tree outside the Thompson house. She glared, pulling the binoculars away from her eyes. Flash was LEAVING Anastasia alone for DAYS and all he does is leave her money? She's 16! She needs an adult to watch her. Peter was right. It was time to be a mother. Europe could wait. Her daughter needed her.

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

  “So, I have your powers?” May asked.

  Peter nodded. “You inherited them when you were born. They just haven't manifested until now,” he said.

  “So, the jump I made today WASN'T lucky? It was because of my powers?” May asked, frowning a bit. Peter and MJ nodded. “So, does this mean that you want me to be a superhero?”

  “Let's not get ahead of ourselves, hotshot. Your Dad and I have some things we need to explain,” Michelle said.

  “I didn't get these powers on purpose, May. It was a freak accident. It changed my genetic structure and my DNA. That's why you've got them without being bitten by a spider, like I was. But, I wasn't the only one who had these powers,” Peter said.

  “Did you know you had an Uncle Ben?” MJ asked with a small smile.

  “I did? What happened to him?” Peter and Michelle simply gave each other a look. Nothing more needed to be said.

_“Hold on, Ben! We'll get you help!” Peter said, as Ben's breathing became labored. He chuckled, clutching the wound from the Green Goblin that was slowly becoming bigger._

  _“Sorry, Pete. I'm pretty sure this is it,” Ben said._

_“Peter, Michelle's going into labor. You need to get to the hospital,” Iron Man said, landing behind the two of them. Peter gasped, as Ben squeezed his hand._

_“Peter, promise me that my niece is gonna grow up to be the best person she can be. Just like Uncle Ben did with you, give her the same lesson from me. With great power, comes great responsibility. You promise me, Peter, that she'll know about her..Uncle..Ben.” With one final breath, Ben's head fell back, his hand dropping out of Peter's grip. Ben Reilly was dead._

  “He..died. He was a good man, and even though you never met him, he loved you very much. There was a time when I wanted to stop being Spider-Man. I wanted to have a normal life with your mother and raise you, but I knew New York needed a Spider-Man, so Ben took over for a while,” Peter said. May was silent.

  “Hotshot, your Uncle Ben died keeping you safe. One of your Dad's..enemies tried to attack me while I was pregnant with you. Your Dad had become Spider-Man again, but your Uncle Ben suited up with him. He took a shot that was meant for your Dad,” MJ said, squeezing Peter's hand. Talking about Ben was still hard.

  “Before he died, he asked me to teach you a lesson that MY Uncle Ben once told me. These are the years when you'll change into the person you'll be for the rest of your life. Just be careful who you change into. Just because you _CAN_ do certain things with your powers, doesn't give you the _RIGHT_ to. Always remember: With great power, comes great responsibility,” Peter said, recalling the old words that Uncle Ben had once told him. May's eyes were shining with unshed tears.

  “Do you understand what we're saying, hotshot?”

  “Yeah, Mom. I do,” she said.

  “If you wanna be a hero, we're not gonna stop you, but you need to learn how to use them properly. I can train you, but you have to be serious about this,” Peter said.

  “I am, Daddy. I wanna do this. For you, for Mom and..for my Uncle Ben,” May said with a smile.

  “Well, then you're gonna need a costume, hotshot,” Michelle said, heading to the bedroom. May followed, as MJ was rifling through the closet and pulled out another red and blue suit. Holding it by the shoulders, it had noticeable differences from Peter's costume. The spider logo was HUGE, spanning from the shoulders of the costume to the waist, and was adorned on the front and the back. The web pattern was also more pronounced, outlined in black. The blue on the arms was fully wrapped around the biceps, and was also adorned on the gloves, with only the fingers and thumbs still red with the webbing. The blue of the legs were the same, except for on the boots which was half red and half blue. The black piping extended from the spider logo to the bottom of the blue on the biceps and the red half of the boots. Topping it all off was the mask that looked IDENTICAL to her father's, just with the more pronounced web pattern.

  “I know Ben'd be honored you're wearing his costume,” MJ said with a smirk.

  “Mom, isn't it a little big?” May asked cheekily.

  “I'm gonna tailor it, wise guy. It's..different enough from your Dad's suit to distinguish you from him. You're not gonna be Spider-Man, hotshot,” Michelle said.

  “No. I'm gonna be Spider-Girl.”

**Notes for the Chapter:**

> It begins. Next chapter is May's training and the first time she saves someone as Spider-Girl. So, that'll be fun. Also, Felicia's gonna be back soon too.


	5. Friendly Neighborhood Spider-Girl

**Summary for the Chapter:**

> Wearing the costume of her Uncle Ben, May performs her first heroic action as Spider-Girl. Little does she know, that her performance was watched by some nefarious forces.

**Notes for the Chapter:**

> I know. I know. This took a while. I'm sorry. A lot of things going on in my life, but I was slowly working on this. The next chapter may take a bit longer, because I'm waiting for Marvel to release some supplemental materials to help me flesh out this world. So, please be patient guys. Remember what Cap said, "Patience."

 

 

**CHAPTER 5**

 

**FRIENDLY NEIGHBORHOOD SPIDER-GIRL**

 

 “Time for the finishing touch, hotshot,” Michelle said. May had finished putting on her Uncle Ben's old Spider-Man suit, now tailored to fit her. Already getting the hang of the shuttering on her eyes, May was surprised to find just how form fitting the suit was. The inclusion of Karen took a bit getting used to, especially since the AI has known her since she was born, but soon May was talking to Karen like an old friend. Now, all she had to do was apply the web shooters. She smiled. THAT was what her father was working on a few days ago, and SHE helped fix it. Michelle held out her new web shooters. Ben's old web shooters had been destroyed in the final battle with the Goblin, but Peter had kept the schematics. So, after Tony sent over the necessary parts, Peter remade the web shooters. In a silver color, different from his black ones, and with the web fluid canisters circling the forearms. MJ handed the web shooters to her daughter who fastened them to her gloves.

 

“ _You have over 650 web shooter combinations, May_ ,” Karen said. May smirked, turning to Michelle.

 

“Don't wait up, Mom,” she said, as her mother hugged her.

 

“Go get' em, hotshot,” she said, placing a hand on her cheek. May nodded, then climbed out the window and up the fire escape to the roof, where Spider-Man waited.

 

“Okay, May. Your first lesson is mastering your web shooters,” he said. May nodded. “Karen, activate web shooter training protocol 1,” Spider-Man told the AI. May gulped, as a bunch of targets came into view of her lenses. Training had begun.

 

 

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

 

 

“They agreed to your terms, and I'm currently awaiting the answer of the other two groups.”

 

Inside of a black car with tinted windows, the well-dressed man addressed the person next to him. In a tailored white suit and grey waistcoat with fitted black trousers, the man next to him was imposing.

 

“And what of my business partner? Has he been causing any more trouble?” he asked, his tone rough.

 

“No. He's willing to play things the way you want, all he asks is that we make sure the arachnid doesn't interfere,” the well dressed man said. The man in white nodded.

 

“Spider-Man won't be a problem. The Avengers are the first priority. Assure our partner that I have everything handled. Thank you, Westley,” he said. Westley nodded, making a few notes on his notepad.

 

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

 

 

“WAHOOOO!!!” Spider-Girl whooped, leaping from her webline and shooting another. “Dad! Is this the kind of rush you get EVERY TIME you do this?” Spider-Man chuckled.

 

“Even after years of doing this, I still get a thrill from seeing the city like this,” he said, swinging next to her. May smiled behind her mask.

 

“ _Peter, May, I'm detecting panic on 32_ _nd_ _Street_ ,” Karen said.

 

“32nd? What do you think is going on, Dad?” Spider-Girl asked.

 

“Let's go find out, sweetie,” Spider-Man said, as the two of them followed the marker Karen was projecting. Soon, both spiders landed on the rooftop, seeing exactly what was causing the panic. A 3 story building was burning. The firemen and police had already arrived.

 

“There's a few more people in there, but they're dug so far inside we can't get to them,” one of the firemen said.

 

“DAD! Those people are going to die if we don't help them,” Spider-Girl said.

 

“You're right, May. YOU need to help them,” Spider-Man said.

 

“ME?! You're not gonna help?” Spider-Girl asked, her shutters rising on her eyes. Spider-Man shook his head.

 

“You need something to fully test your abilities. You NEED to save someone. I know you can do it, sweetie. Trust your abilities,” he said. Spider-Girl sighed, then zipped to the building and in through the open window.

 

“Karen, can you scan the building?” Spider-Girl asked.

 

“ _It'll be difficult in all this smoke, May, but I will do what I can_ ,” Karen said. Spider-Girl nodded, as the AI scanned the top and bottom of the building.

 

“ _There are 5 civilian's still inside. 3 adults, one child and a baby_ ,” Karen said. Spider-Girl gasped.

 

“Where are they, Karen?” she asked.

 

“ _Two of the adults, the child and baby are all on this floor in the last room on the left. The other adult is on the other side of the building_ ,” Karen said. “ _Be advised, the structure of the building is becoming unstable._ ”

 

“Thanks for the warning, Karen,” Spider-Girl said, racing through the flaming building.

 

“HELP! SOMEONE PLEASE HELP US!” a terrified female voice came from behind one of the doors. Spider-Girl followed the voice to the last left door, and kicked it open. The lenses on her suit began to adjust to the smoke. Huddled under the table was a mother and father, with their young daughter and swaddled, crying baby.

 

“Don't worry! I'm gonna get you all out of here,” Spider-Girl said. The family gasped.

 

“Oh thank you!” the mother said.

 

“Please, get our children out. We'll be fine,” the father said.

 

“Mommy, Daddy, aren't you going to come?” the little girl asked.

 

“Ellie, sweetie. You need to take care of your brother okay? Promise us you're going to keep him safe,” the mother said, stroking her daughter's cheek. Ellie nodded with tears in her eyes, as her father placed her crying brother into her arms. Spider-Girl held out her hand.

 

“I'll come back for you both. I promise,” she said, as she took the baby from Ellie and helped the little girl onto her back.

 

“It's alright. Don't risk your life on our account. Just please, get our children to safety,” the mother said. Spider-Girl's eyes shuttered, as she turned to the door.

 

“Hold on, Ellie,” she said, as she raced for an open window. “Duck your head,” she said, pressing the baby against her chest as she leapt out of it. The firemen gasped, as Spider-Girl landed and handed the kids to firemen. “Their parents are still in there. I'm going back for them,” she said, shooting her webline at the open window and heading back into the building. This time, she raced for the apartment, now familiar with the location. “Come on, you two! Your kids need their parents!” she said. The parents nodded, coughing as they slowly followed Spider-Girl. “KAREN! Find me the sturdiest wall in this place to make a hole!”

 

“ _Sharp turn to the right and dead ahead_.”

 

“This is gonna be loud,” Spider-Girl said, as she shot a web bomb at the wall. With a loud bang, the wall blew out, creating a route to freedom! “Come on!” she said.

 

“We're not going to make it!” the mother said. Spider-Girl turned to face them and gasped. The father had collapsed and was prone on the ground, with the mother hovering over him.

 

“Take my hand. I've got him, don't worry,” Spider-Girl said, lifting the father's unconscious form and putting it on her shoulder. The mother took Spider-Girl's hand and then they ran, leaping out the hole in the nick of time, as the top structure began to collapse. The firemen raced over, with a gurney, and the two kids.

 

“Mommy!” Ellie cried, as the mother soothed her and stroked her hair. The baby finally began to calm down as he was placed back in his mother's embrace.

 

“Thank you! Thank you so much,” she said to Spider-Girl as they lifted her unconscious husband up onto the gurney.

 

“I can't chat. There's one more person in there,” she said, swinging through the hole she'd made. “Okay, Karen. I need the quickest and most sturdy route to the last civilian.”

 

“ _Start forward then take a sharp right_ ,” the AI said. Spider-Girl followed the directions, the flames licking the edges of her suit. Karen gave her more directions until she came to the door which she ceremoniously kicked open.

 

“HELLO?! WHERE ARE YOU?!” she called over the roar of the flames.

 

“PLEASE! Help me!” a feminine voice called. A young blonde woman was trapped underneath a burning pile of wood.

 

“Don't worry. I've got you!” Spider-Girl called, leaping over and using her spider-strength to lift up the wood. “GO! GO! I'll be right behind you!” The woman nodded, as she picked herself up and ran out the door. With a grunt, Spider-Girl dropped the wood and followed her, grabbing her by the hand when she ran past. “HOLD ON!” she yelled, as she pulled the woman to her and wrapped both arms around her as they leapt through the hole in the wall. Unfurling her arms, Spider-Girl let the woman go with a deep breath. “Whew. You okay?” she asked.

 

“Yeah. I'm fine,” the woman said, brushing her hair away from her eyes and giving a shaky smile. Spider-Girl gave her a thumbs up, before a barrage of news microphones were shoved toward her mask.

 

“That was amazing!”

 

“You saved them all!”

 

“Who are you?!”

 

May gulped, she was not expecting this.

 

“One at a time, please! One at a time!” she said. One of the reporters, who May recognized as her Aunt Betty from _the Daily Bugle_ , held out a microphone for her.

 

“Betty Brant, _Daily Bugle_. Can you tell us who you are?” she asked. May smiled under her mask.

 

“My name is Spider-Girl. I'm new to the neighborhood and I'm here to help,” she said, then shot a web line at a nearby building and swung away, seeing her father sitting on the roof of one of the buildings, with two hot dogs in hand and his mask pulled up to expose the lower part of his jaw. May smiled, landing on the same roof.

 

“Here, sweetie. You've earned this,” Peter said, handing one of the hotdogs to his daughter. The girl smiled, taking the hotdog and sitting next to her father, who pulled out ketchup and mustard and poured some on his hotdog. “I'm very proud of you, May. You trusted your instincts and went out of your way to save everyone in that building.”

 

“I just did what you would have done, Daddy, and Karen helped too,” May said with a smile, taking a bite of her hotdog. Peter chuckled, pulling May into a hug, as the two of them passed the time eating.

 

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

 

 

“You heard it here first, folks! It seems New York has a new hero in town, and her name is Spider-Girl. One question remains, though. What is her connection to the original wall-crawler? This is Betty Brant for the Daily Bugle,” she said, signing off. The camera man signaled that the feed was cut and immediately Betty pulled out her phone.

 

“Hello?” Michelle answered.

 

“You've got some explaining to do, missy,” Betty said, walking away from the news van.

 

“Nice to talk to you to, Betty,” MJ said with a dry chuckle.

 

“I just interviewed the newest hero in town, Spider-Girl, and you have to imagine how SURPRISED I was to hear May's voice come out of her mask,” Betty said. “How'd it happen? Did she get bitten by a spider like Peter?”

 

“Nope. It's genetic for my little girl. She JUST came into her powers. Like, yesterday,” Michelle said.

 

“I'm surprised you're letting her wear Ben's old costume, MJ,” Betty said.

 

“She needed a suit that was different from Peter's, so she could be her OWN hero but also have that connection to Spider-Man, to her father. Besides, I'm sure that Ben would be honored that she's wearing his costume,” the curly haired woman said.

 

“Just make sure she's careful. There are gonna be some people not happy about a new Spider-Person in the city,” Betty said.

 

“Old Man Jameson doesn't scare us,” Michelle said.

 

“I wasn't talking about Jameson,” Betty said.

 

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

 

 

_“It seems New York has a new hero in town, and her name is Spider-Girl.”_

 

Deactivating the TV, Westley sighed. “This may complicate matters.” Wilson Fisk stroked his chin, inside of his sky rise penthouse. “We don't know if this 'Spider-Girl' is with the Avengers. Open a file on her, but don't make her a priority yet. She is intriguing though. From her voice, she's just a little girl, can't be more than 14. What her connection to Spider-Man is, well, we'll find out,” he said.

 

“What about our partner? He'll be a bit upset,” Westley said.

 

“I'll ease his worries. Thank you, Westley,” Fisk said. With a nod, his friend left, as the phone on his desk rang.

 

“Hello?” he answered, receiving the screaming voice of his partner on the other end. “Yes. Yes, I saw the news. No, I don't know who she is. I don't know what her connection to the Wall-Crawler is. No, no. This doesn't change things. She won't be a problem, I assure you. Everything is still going to plan. No. No. Yes. Alright, alright. I'll have some people monitor her, to make sure she doesn't interfere. But, trust me, the Avengers are the biggest priority. Yes. Yes, I'm aware you personally know how much of a nuisance Spider-Man is. Yes. Yes. Alright. Thank you for your call, Mr. Osborn.” The line clicked dead as Fisk placed the phone back on the receiver. Turning on the set again, he rewound the tape to Spider-Girl introducing herself. She was VERY intriguing indeed.

**Notes for the Chapter:**

> YUP! Introducing our two main villains! Wilson Fisk, the Kingpin, and Norman Osborn. Whether or not Ol' Norman's gonna become the Goblin is still to be determined. I referenced the Goblin in the last chapter, but we'll see how this story treats Norman. In case you're wondering, it's Vincent D'Onofrio Kingpin and Willem Dafoe Norman, AKA a match made in HELL!


	6. May and Molly.

**Summary for the Chapter:**

> A visit from Molly leads to revelations between the two friends. Meanwhile, Peter spends time with Tony.

**Notes for the Chapter:**

> Yes, I know this took a while. I'm sorry, but I've had things to do. But, I finally finished this chapter. The next chapter won't come SOON but it won't be as long as this took.

 

 

**Chapter 6**

**Molly and May**

 

May was on cloud nine. A day after her first appearance as Spider-Girl, May was humming around the house, skipping happily. The day before, after the building fire, she'd helped her Dad stop a few muggers, and some car jackers, getting her more honed with her powers and establishing her presence in the city. She'd even seen her interview with Betty on the screens in Times Square. Now, her father and mother had gone out for the morning, to help out her Uncle Tony with one of his newest inventions, so she'd invited Molly over for a visit. It was long overdue for the two of them to have gotten together. She'd arranged the living room into a fort like when they were little, and put snacks in bowls situated near the TV. Now, she just needed to wait for Molly. Right on cue, there was a knock on the door. With a smile, May opened it for her friend.

 

“Hey Molls,” she greeted.

 

“Where is it?” Molly asked.

 

“Where's what?”

 

“Your suit, May. Where's your suit?” Molly asked with a glower on her face. May sighed, closing the door.

 

“How'd you find out?” she asked. Molly took off her coat and hung it up.

 

“Watched my Mom's report. I recognized your voice under the mask,” Molly said with a smirk.

 

“Heh. Guess I could never pull a fast one on you, huh, Molls?” May said with a smile.

 

“Not even if you tried, Parker. Now, where is it?”

 

Grabbing Molly's hand, May led her to her bedroom, and opened her closet, where her spider suit hung up.

 

“Wow. It doesn't really look like Spider-Man's,” Molly said, holding up the right sleeve of the costume.

 

“It's supposed to differentiate myself from him enough to have me be my own hero but also be similar enough so that they know I'm part of his team. It actually WAS Spider-Man's suit, just not the Spider-Man we know,” May said.

 

“I don't understand,” Molly said with a raised eyebrow.

 

“Did you know I had an Uncle Ben?” May asked.

 

 

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

 

 

“So, how's little May doing, Pete?” Tony asked.

 

“Tony, she's 14. She's not 'little' anymore,” Peter said with a chuckle.

 

“Oh come on, Pete. She'll always be your little girl. No matter how old they get, Maria and Morgan will be mine,” he said. Peter smiled, tightening one of the screws on the leg of Tony's suit.

 

“How's Maria handling the whole 'Iron Heart' thing?” he asked.

 

“It'd be better if she wouldn't spend so much time in that suit. I never know whenever she's here if she's in 'Maria Mode' or 'Iron Heart Mode.' Why do you think I'm keeping Morgan so close?” Tony said, as the girl in question entered. While Maria Stark was the spitting image of her mother, Morgan Stark could not look more like her father if she tried. Dark hair the same color as Tony's that fell down to the top of her back, dark brown eyes that sparkled just like Tony's when she was in her 'thinking mode', a graphic t-shirt of a science pun with a black leather jacket over it, and black jeans. She had a few necklaces on as well, one of them with a miniature arc reactor on it.

 

“Hey Dad. Hey Uncle Pete,” Morgan said, walking into Tony's lab.

 

“Hey kiddo,” Peter said with a wave.

 

“What's up, sweetie?” Tony asked.

 

“Nebs and I wanna head to the compound for a little bit. Do you mind if we take the Corvette?”

 

“Only if you let Nebula drive,” Tony said.

 

“Dad, even if I wanted to, I CAN'T drive,” Morgan groaned. Tony chuckled.

 

“Do you not remember your sixth birthday? You had the entire NYPD out,” he said.

 

“I hot wire the car ONE TIME, Uncle Pete, and he never lets me live it down,” Morgan said. Peter smiled, as Morgan took the car keys from Tony's hand.

 

“See what I mean, Pete? Already asking to take the car,” Tony said.

 

“Tony, she's your kid. What do you expect?” Peter asked, tightening another screw.

 

“This coming from the man who told me that May has Spider powers? How's that going, by the way?”

 

“Better than expected actually,” Peter said. “May, MJ and I, we're all handling it very well. I have to admit though, it still feels..weird seeing my daughter wearing Ben's old costume,” Peter said.

 

“But Ben would be proud of that, Pete. I know he would,” Tony said.

 

 

 

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

 

 

 

“So, after the game, Mom and Dad told me about my Uncle Ben and how he took over as Spider-Man for a while, and then, they gave me his old suit,” May said, having finally finished the recount of her Uncle Ben and what had transpired since her powers manifested.

 

“Your Dad's Spider-Man,” Molly said after a few minutes of silence. She groaned, slapping her forehead. “IT MAKES SO MUCH SENSE!”

 

“Wait, you never knew?” May asked.

 

“NO! Of course I didn't, May! I JUST found out you were Spider-Girl today! I never even thought your Dad could be Spider-Man! The man who BABYSAT me when I was a toddler, no, I never thought that he could be a spandex wearing superhero!” Molly said.

 

“It's not really spandex, actually. It's more of a stretchy, form fitting material,” May said.

 

“You know what I mean, May! He's so different as your Dad and Spider-Man,” Molly huffed, sitting down on the couch.

 

“Look, I'm sorry, Molls. I should have told you,” May said, sitting next to her friend and rubbing her arm.

 

“I'm not mad at you. I should be mad at my parents 'cause I'm pretty sure they've known that he's Spider-Man too. I gotta admit though, it's kind of cool that my best friend is a superhero, along with her Dad,” Molly said, with a smile.

 

“Well, what do you say to seeing the city the way I do, best friend?” May asked with a smirk.

 

“I say, why're we still here, Parker? Get the suit on!” With a grin, May ran into her bedroom and pulled her suit on.

 

“Come on, Molly. Follow me,” Spider-Girl said, climbing out of the window and up to the roof.

 

**Notes for the Chapter:**

> Next chapter is probably gonna be Spider-Girl meeting the New Avengers and Felicia finally introducing herself to Addison.


	7. Close to the Ground

**Summary for the Chapter:**

> After assisting the Avengers during a battle, May is sat down for a conversation. The outcome causing her to..revaluate being Spider-Girl. Meanwhile, Addison gets a visitor.

**Notes for the Chapter:**

> Yes! I know this has taken a while. I'm sorry. Didn't know how I originally wanted this to go, rewrote it a bunch of times, then I saw Endgame and if you saw that..well..you probably needed to take a few days like I did. But, I'm back into it now.

**Chapter 7**

 

**Close to the Ground**

 

“Now, you boys stay quiet and wait for the police. They usually pick up the garbage in an hour,” Spider-Girl said to the criminals she'd just webbed up, patting her hands down, before taking off at a run and web swinging away. “Okay, Karen, that's done. What's next?” she asked the AI as she shot another web line, turning a corner.

 

“There is a shootout in a quarter mile between the NYPD and a gang, there also is a runaway car going down 51st, and a break in at 45th and 7th,” Karen said.

 

“Anything closer?” Spider-Girl asked.

 

“Well, the Avengers are engaged with Hydra a block away, but I wouldn't recommend that course of action, May,” Karen said.

 

“THE AVENGERS! Let's go, Karen!” Spider-Girl squealed, shooting another web line. It would have been difficult to find the Avengers, had Torunn not sent a lighting strike down. Spider-Girl's lenses shuttered, as she saw She-Hulk rag-dolling two Hydra soldiers, Iron Heart and American Dream teaming up to emit a laser from both of Iron Heart's gauntlets and Dream's shield, and Hawkeye loosing arrow after arrow at the black clad enemies. Under her mask, she smiled, and then sent a web-ball at a few of the Hydra goons who were rushing at Darkdevil.

 

“Hey everyone!” she said, landing on the ground, then sliding under a few Hydra goons legs and landing flying uppercuts to them.

 

“Spider-Girl?! What're you doing here?” She-Hulk asked.

 

“Oh, I was in the neighborhood and thought I'd help,” Spider-Girl said, shooting a few more webs at the Hydra goons who ran at her with electrified sticks.

 

“Get out of here, bug-girl! Leave this to the real heroes!” X-23 growled.

 

“First of all, spider's aren't bugs!” Spider-Girl said, landing a flying roundhouse kick to three more Hydra goons.

 

“Laura! Focus on your sector! Spider-Girl, if you wanna help, see if you can gum up those drones up there,” Dream called.

 

“Can do, Dream! Karen, give me a visual on those drones!” she said, shooting a web-line and swinging to the large black aerial machines.

 

“The motors could be easily gummed up with your web-fluid, but I'm detecting a self-destruct mechanism. Should the motors be destroyed, the other drones will self-destruct and the force could be devastating,” the A.I said. Spider-Girl sighed.

 

“Is there anyway to disable the devices without setting off the self-destruct?” she asked.

 

“Perhaps your taser webs, May?”

 

“Right! Taser webs!” Leaping back, Spider-Girl shot her taser webs at the drones.

 

“Self-destruct mechanism disabled,” Karen said.

 

“Great! Gonna gum up those motors, now.” Kicking back with her feet and launching herself into the air, May shot strands of her webbing into the drone's motors, causing a grinding noise as the machine started to free-fall. “Uh, oh!” Just as May shot another web-line on one of the main buildings, the drone blew up thanks to Iron Heart. “Hey, thanks.” May said. Iron Heart didn't reply, as S.H.I.E.L.D trucks pulled up and agents began pulling the Hydra goons into them.

 

“Good work today, Avengers. Let's assist with the clean up!” Dream called. Landing behind Dream, Iron Heart's helmet collapsed, revealing Maria.

 

“Dream, I'm gonna talk to Spider-Girl for a bit, hope you don't mind,” she said. Shannon sighed, pulling off her helmet.

 

“Maria, don't be too hard on her, okay? She's just a kid,” the blonde said, putting a hand on the shoulder of the Armored Avenger.

 

“Yeah. That's the problem,” Maria replied, as she approached Spider-Girl on the ground. “Come on. Let's talk,” she said, her helmet returning and taking off into the air. May gulped. Maria didn't sound happy. Swinging after her, May frowned.

 

“Karen, what're the odds that Maria's mad at me?” she asked.

 

“I'd say about 5:1, May,” Karen said.

 

“That's what I was afraid of,” May said, as she landed on the building where Maria waited, her helmet gone again. “So..um..those drones were pretty hi-tech, huh?”

 

“What were you thinking, May?” Maria asked, her tone even and angry.

 

“M-May? I-I don't know what you're talking about,” Spider-Girl said.

 

“Don't give me that bull-crap, May. I know it's you! I BABYSAT you, for God's sake! Do you really think I can't recognize your voice?” Maria snapped. May winced. She was really angry. With a sigh, May pulled off her mask and sat on the edge of the building.

 

“I was just trying to help,” May said very softly.

 

“By putting yourself in harm's way? May, you could have been seriously hurt!” Maria barked.

 

“I'm sorry. I..I didn't mean to get you upset,” May said, her eyes pricking with tears. Maria frowned, then with heavy metal footsteps, sat down next to the little girl and put an arm around her.

 

_She's just a kid_ , Maria thought to herself, _she's just a kid_.

 

“Look, I'm sorry for yelling. It's just..when you leapt into action, I got scared. May, Hydra is not like the villains you watch on Saturday morning cartoons. They don't care that you're a kid, they'll kill you, even with your Spider-Sense. And..well..I'd never be able to forgive myself if something happened to you. If you died, I'd feel like that's on me,” she said. “I'm the adult here, and so, if you're out here when I am, and I don't do something to keep you safe, I feel it's my responsibility.”

 

“Maria, do you want to know WHY I'm doing this? The actual reason?” May asked, turning her red eyes onto the heir of the Stark legacy.

 

“I thought it was to follow in your Dad's footsteps,” she said.

 

“It's not. I mean, it's so cool that my Dad is Spider-Man, but that's not why I'm doing this. I'm doing this because..someone wiser than either you or me once said that 'With great power, comes great responsibility.' That's why I'm doing this. That's why my Dad does it too. We have these powers for a reason and if we don't help people, then when they...die, it's our fault. My Dad didn't build an iron suit, he wasn't injected with a super-soldier serum. His power's were the result of an accident, him being in the wrong place at the wrong time. But mine were genetic, because I'm the daughter of Spider-Man, so it feels..stronger for me. It's in my blood, Maria. I HAVE to do this,” May said, as she watched the cars down below.

It was..overwhelming, for the first time, to see just how high she was. When she was web-swinging, she never really noticed the height, being so hopped up on adrenaline. But now, with her mask gone and sitting on the edge of a building, she finally realized just how high she was. The people looked like ants in her view, and it scared her. It scared her that even with the strong pride and morality that she inherited from her father, she could still use her powers for evil. It scared her that she had the strength to lift a car with ease. It scared her that one day, her father will die, and she'd have to take his place. It scared her..that she's Spider-Girl.

At first she thought this was the greatest thing that could happen, but now, in this moment of down time, taking in the sight of the city and realizing she's no longer one of those normal people down there, no longer a normal high school student, but instead a superhero with a legacy, realizing that she could put her friends in harm's way, realizing she's just a little girl. Her mask clutched in her hand, she looked back at it. What was she doing? Her Dad was more than capable of being Spider-Man without help. The Avengers could handle things without help. New York had one spider hero, it didn't need another one. With great power comes great responsibility. She realizes now, that that phrase doesn't have to apply to her, at least not now. She can BE a normal girl. She can stay in school and hang out with Molly and be herself. Her Dad can be the hero. Her Dad can be Spider-Man, she just wants to be May Parker.

 

“With great power comes great responsibility? What fortune cookie did they get that out of, May?” Maria asked with a chuckle. May giggled in response.

 

“You know, maybe you're right, Maria. Maybe I'll..stay close to the ground for a while. Let Dad handle the hero business. There's no rush for me to save the city,” she said. Maria gasped. That wasn't what she'd expected.

 

“That's..very mature of you, May. I'm proud of you,” the billionaire said with a smile.

 

“Do you think you can give me a lift back home? I..I don't really feel like web-swinging,” May said, standing up.

 

“Sure,” Maria said, her helmet snapping back into place. Taking the small girl into her arms, Maria slowly ascended into the air and took off to Queens. Descending to the roof of the apartment complex, Maria released May. “Stay safe, May. Even if you're out of the hero game, you can still get hurt,” she said.

 

“I will, and Maria? Maybe you should..take some time for yourself too. Don't give up the suit, but spend more time with your family. Remember, you're only human,” May said with a smile. With a smile inside of her helmet, Maria gave a small nod and then shot back into the air. Now, May was alone. Heading for the fire escape, she descended the stairs to her family's apartment. Like usual, the window was open, and she could see her mother at the stove.

 

“Hey, Hotshot! You're home early. I thought you were patrolling,” Michelle said. Without a word, May ran to her mother and hugged her tight. MJ could tell something was clearly wrong, as she could feel tears coming from her daughter. “Hey, May, sweetie. What is it? What's going on?” she asked, kneeling down so she was face to face with her daughter.

 

“Mom, I don't wanna be Spider-Girl anymore.”

**~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~_~**

 

_Ding-dong!_ Addison sighed, as the doorbell chimed. Whoever was at the door probably wanted to see her father. Oh well, might as well tell them that Flash was gone. Her bare feet padding the linoleum, Addison made a quick pitstop at the kitchen, grabbing a bottle of iced-tea from the fridge. Then, she headed for the door. She opened it, to reveal a blonde woman a little younger than her father, in a trench coat and scarf with wedge heels. Addison's eyebrow raised.

 

“Sorry, my Dad's not home,” she said, taking a sip from her iced-tea. The woman smiled, shaking her head.

 

“I had a feeling. You're Addison, right?” she asked.

 

“Yeah, who are you?”

 

“My name is Felicia Hardy. I'm your mother,” the woman replied. Addison fainted in response.

 

**Notes for the Chapter:**

> Next chapter is going to be Addison and Felicia, and then Maria and Morgan. May is taking a break for a few chapters. So, we'll get to see more of the supporting characters. Perhaps, even a chapter just about Peter and MJ. Also, the rating of this story MAY go up. I'm not sure, but we'll see.

**Author's Note:**

> Hope you all enjoyed the first chapter. Just to give you a heads up, May's gonna be suiting up around Chapter 5. Her powers are JUST starting to manifest. The playoff's are going to be interesting. Stay tuned.


End file.
